FCAC Falcon Capital Acquisition Corporation

Filed by Falcon Capital Acquisition Corp.

Pursuant to Rule 425 under the

Securities Act of 1933 and deemed filed pursuant to Rule

14a-12 under the Securities Exchange Act of 1934

Subject Company: Sharecare, Inc.

Commission File No. 333-253113

Date: June 11, 2021

 

All together better 1

Proven Track Record ALL TOGETHER BETTER 1994 QDS, Founder Remote patient monitoring sold to Matria Healthcare 1998 WebMD, Founder Leading healthcare website sold for $4B 2007 HowStuffWorks, CEO Sold to Discovery Communications 2 2010 Sharecare, Founder, CEO and Chairman Comprehensive health and well - being solution to help you build a longer, better life

V ision ALL TOGETHER BETTER Sharecare is a health & well - being digital hub that unifies all the elements of individual and community health so everyone can live better, longer . We provide an interoperable platform integrating fragmented point solutions and disparate stakeholders to foster a frictionless user - friendly experience that engages people across the dynamic continuum of their healthcare needs . We’re all together better when: • we unify the entire ecosystem – health plans, employers, providers, life sciences – into one connected system • we turn point solutions into an integrated platform in the palm of a person’s hand • we turn individual progress into community transformation All Together Better 3

Diverse Team of Innovators, Operators, and Unifiers ALL TOGETHER BETTER Dawn Whaley P am Shipley L aura Klein Natalie Schneider Naveen Saxena Jud Brewe r , M D , PhD Nirav Shah, MD, MPH President, Chief COO, GM EVP/GM, Consumer EVP/GM, Provider Chief Technology Medical Director, Chief Medical Marketing O ffi cer Enterprise Solutions Solutions O ffi cer Behavioral Health O ffi cer Jeff Arnold Founder, Chairman, CEO Justin Ferrero President, CFO 4

Sharecare Overview LIVING ROOM FINANCIAL INVESTMENT PARTNERS EXAM ROOM WORKPLACE • A comprehensive digital solution helping people build longer, better lives • Operating across three divisions: ENTERPRISE PR O VIDER CONSUMER SHARE C ARE B Y THE NUMBERS 5 2012 launched Sharecare platform 6K+ health system clients 127 ~64K employer clients top life sciences brands $500M total capital raised $408M 2021E revenue $31M 2021E adjusted EBIT D A 9M+ eligible lives ALL TOGETHER BETTER

6 Note: includes doc.ai acquisition; adjusted EBITDA reflects removal of non - cash operating expenses (stock option compensation expense), severance and acquisition - related costs; 2021 forecast includes $3.9M of IPO - related operating expenses EBIT D A margin 9% 8% 11% 15% ’20 – ’23 C A GR: 46% A DJU S TED EBIT D A GROSS PROFIT ’20 – ’23 C A GR: 29% R evenue growth 24% 30% 22% REVENUE ’20 – ’23 C A GR: 26% 2020 2021 2022 2023 $329 $408 $533 $653 $169 $208 $286 $364 2020 2021 2022 2023 $32 $31 $61 $101 2020 2021 2022 2023 Gross profit margin 51% 51% 54% 56% Delivering Accelerated Growth with Significant Operating Leverage ALL TOGETHER BETTER $, in millions

7 Category of One: Business Positioned for Growth and Scale C omp r ehens i v e Platform Diversified Revenue & Scale Data & Inn o v ation Innovative digital health platform based on human - centric design Diversified portfolio with opportunity to capture $1B++ in incremental revenue from existing customers At the intersection of technology, healthcare, & media, creating data - driven solutions Positioned for success with strong revenue visibility, scale, and profitability Di ff e r entia t e d Financial Performance High - growth, recurring revenue driving 20% sustainable YoY growth

8 ALL T OGETHER BETTER Comprehensive Platform

Personalized Digital Platform Enabling Productized Engagement 9 COMPREHENSIVE PLATFORM MESSAGING M O TI V A TION MAN A GEMENT MEASUREMENT M O VEMENT ENTERPRISE PR O VIDER CONSUMER Benefits Healthcare Digital Wellness/ Blue Zones Health Health Value - Payment Remote Digital Lead Sponsorships Audience Condition - navigation navigation therapeutics well - being Project security Information based care integrity patient engagement generation targeting specific Management monitoring mar k eting

Personalized Digital Platform Enabling Productized Engagement 10 COMPREHENSIVE PLATFORM MESSAGING M O TI V A TION MAN A GEMENT MEASUREMENT M O VEMENT 1 0 ENTERPRISE PR O VIDER CONSUMER Benefits Healthcare Digital Wellness/ Blue Zones Health Health Value - Payment Remote Digital Lead Sponsorships Audience Condition - navigation navigation therapeutics well - being Project security Information based care integrity patient engagement generation targeting specific Management monitoring mar k eting

DIVERSIFIED REVENUE & S C ALE Enterprise Solutions 11

Opportunity: Fragmented Offerings Driving Cost & Vendor Fatigue ENTERPRISE SOLUTIONS Behavioral health Financial well - being Physical activity/wellness Sleep Smoking cessation Provider networks Onsite/near - site Incentives Food logging Advocacy MSK Lifestyle mgmt Communications Medication adherence Care coordination Biometric screening Telehealth Pharmacy Second opinion Medical devices Condition management Pregnancy/family W eight/nutrition Transparency WELLNESS/WELL - BEING BENEFI T S N A VI G A TION/HUB HEA L TH N A VI G A TION COMPREHENSIVE PLATFORM WELLNESS/WELL - BEING BENEFI T S N A VI G A TION/HUB HEA L TH N A VI G A TION MY HEA L TH OUR 12 HEA L TH RESILIENCY + Sharecare digital platform SECURITY + Sharecare Verified COMMUNITY + Community W ell - Being Index/Blue Zones Project

Integrated Solution Lowering Healthcare Costs, Improving Outcomes, and Increasing Satisfaction 13 ENTERPRISE SOLUTIONS KEY HEA L TH PLAN CLIEN T S: Revenue model: Recurring multi - year contracts with upsell opportunities Pricing structure: PMPM, per enrollee Client base: 28 direct large employers, 10 health plans providing access to another ~64K employers, 12 public sector clients KEY EMP L O YER CLIEN T S: KEY PUBLIC SEC T OR CLIEN T S: $188M 2020 revenue $239M * 2021 revenue 58% * of 2021 revenue Products include: • Benefits navigation • Healthcare navigation • Digital therapeutics • Wellness/well - being • Blue Zones Project • Health security * estimated, 2021 includes doc.ai acquisition stub period revenue

Land and Expand: Comprehensive Offering to Improve Health ENTERPRISE SOLUTIONS Marketplace of Targeted Digital Therapeutic Programs Core Digital Platform Population risk stratification Member engagement Incentives management Existing client base Claims ingestion PMPM incremental fee per enrollee Health Plan Client: Accelerated growth for diabetes prevention program from 500 members/month to ~3K members/month (in past 6 months) with an eligible population of ~400K members. $1B revenue opportunity by activating digital therapeutics 14

ENTERPRISE SOLUTIONS Established Strategy to Drive Revenue Growth Utilizing an omni - channel approach to activating 7M+ eligible lives in digital therapeutics across currently contracted client base Expand footprint • • • New logos Additional Blues and other health plans Executing on prospective pipeline representing ~9,500 new employers New digital therapeutics product offerings • Increase digital therapeutics programs offerings for 2021 • Hypertension, asthma/COPD, sleep, EAP, mental health, second opinion, advocacy/concierge • • Immediate revenue to Sharecare based on existing contracts Ability to activate anytime during calendar year Activate eligible lives within clients • • Investing in advanced sales and marketing tactics Targeted digital modeling and marketing to expand eligible activations 15

DIVERSIFIED REVENUE & S C ALE Provider Solutions 16

Improving Efficiency and Patient Care PROVIDER SOLUTIONS KEY PR O VIDER CLIEN T S: Revenue model: Recurring multi - year contracts with upsell opportunities Pricing structure differs by product: Gainshare, SaaS platform fee, per record request Client base: 6,000 hospitals & physician practices, 95+ health plans and audit clients Services are in strategic and financial alignment with providers offering significant benefits and revenue upside $79M 2020 revenue $104M* 2021 revenue 26%* of 2021 revenue Products include: • Health Information Management • Value - based care • Payment integrity * estimated 17 • R emote patient monitoring • Digital engagement

Comprehensive Solutions Addressing Providers’ Needs PROVIDER SOLUTIONS • • • • • Release of information (ROI) Medical record requests & retrieval Medical record audits & reviews Dynamic insights (AI) Forms management Core Service HEA L TH INFORM A TION MANAGEMENT • • • • High risk patient stratification High cost claimant/care gap analysis Clinical measures & reporting Practice provider and network performance V A L UE - B A SED CARE • • • • • Fraud, waste, and abuse Audit/denial mgmt services Clinical validation Pre - submission claim review insights (AI) Coding & pricing audits PAYMENT INTEGRITY • • • Diabetes prevention and management Heart disease (Ornish Lifestyle Medicine) Obesity & nutrition support REMOTE PATIENT MONI T ORING Digital Platform PATIENT EN G A GEMENT 18 Building upon core provider service to offer incremental services with existing contracts representing a $1B opportunity

Driving Significant Near - Term Revenue Growth and Margin Expansion PROVIDER SOLUTIONS Expand product portfolio • • • Deploy value - based care and payment integrity across 6 , 000 clients Integrate denial management services & remote patient monitoring Sharecare - enabled clinician to close gaps - in - care Expand customer footprint • Continue momentum with organic growth with new health system and payor clients Opportunity to expand top 25 currently contracted clients to additional 4,000+ sites Leveraging channel partnerships to increase penetration into the MSK space and increase sales velocity Leverage deep relationships in employer and health plan space to cross - sell payment integrity solutions • • • 19

DIVERSIFIED REVENUE & S C ALE Consumer Solutions 20

Key Strategic Driver for Consumer Acquisition, Content Creation and Data - Driven Digital Activation 21 CONSUMER SOLUTIONS KEY LIFE SCIENCES CLIEN T S: 100M first - party user database Significant content library and video capabilities Over 2.5M highly - engaged followers across our social platforms, more than all our competitors combined Real - time health profiling engine delivers 400K new users per month Strong ROI performance validated by 160 third - party measured campaigns $58M 2020 revenue $65M* 2021 revenue 16%* of 2021 revenue Products include: • • Lead generation Sponsorships • Audience targeting • Condition - specific marketing * estimated; 2020 revenue figure excludes $3M in sales from discontinued operations

Driving Growth with Core Life Sciences Clients and New Initiatives CONSUMER SOLUTIONS Retention and growth of existing life sciences clients • • • Expand beyond our current life sciences brand campaigns Contract renewals with significant increases in commitments 80 % + retention rate Focus on integrated mar k eting solutions • Advance targeting through real - time health profiling engine • Leverage expert content, high engagement experiences • Continue to roll out new innovative, interactive products Enhanced performance & scale • • • Advanced analytics, predictive modeling and insights Grow SEO traffic via web enhancements Continue to grow members/registrations Visual health & paid apps • • • Expand YOU platform of medical animations and paid app sales Launch new mental health and well - being paid app, Unwinding Grow streaming service and clinical customers of Sharecare Windows content ( Amazon Prime streams 3.8 years of content daily ) 22

ALL T OGETHER BETTER Data & Innovation 23

Community Well - Being DATA & INNOVATION • • • • • • • • • • • • • • • • Longevity Medical & Rx Spend Emergency Room Visits Hospitalizations Bed Days Absenteeism Presenteeism Short - term Disability Job Performance Intention to Stay Voluntary Turnover Involuntary Turnover PMPM Cost S&P 500 Unemployment Consumer Price Index PR O VEN OU T COMES COMMUNITY TRANSFORM A TION Transforming health and well - being one person, one community at a time through people, place, and policy change . WELL - BEING INDEX PH Y SI C AL COMMUNITY PURPOSE SOCIAL FINANCIAL SDOH i HEA L TH C ARE A CCESS FOOD A CCESS RESOURCE A CCESS ECONOMIC SECURITY HOUSING & TRANSPO R T A TION STATE/CITY/COMMUNITY RANKINGS 24

Health Security DATA & INNOVATION Digital Vaccine Assistant A comprehensive package for vaccine adherence with award - winning content for vaccine information, verified testing sites for health security, a digital vaccine assistant, and robust analytics/reporting built to scale. Facility & Employee Readiness A platform to help unify and verify the different approaches for health security for facility and employee certification to ensure a safe and secure location for employees, guests, and customers. Well - Being@Work Integrated suite of products and solutions targeted to help your employees and members cope with / COVID - 19, including COVID - 19 resources and award - winning programs. 25

The Future of UI is No UI DATA & INNOVATION • We leverage every component of the phone • People live on their phones, consume and collect data via pictures, videos, voice • We have built neural nets under the form of smart selfies, smart videos and smart pictures • For a frictionless experience that augments engagement • We are adding new dry bio - markers for progression and regression of symptoms Smart AI for AI for AI for Wallet for Environmental Chatbot Telehealth Genome SDOH Voice Face selfie medication mood food rewards health browser PH O T O V OICE TEXT VIDEO 26

Personal Care Advocacy Features DATA & INNOVATION F AMI L Y A D V O C A TE, ALL BENEFI T S • Single point of contact - one number/ one chat • Trusted, compassionate, responsive, proactive • “Here when you need us”, barriers remove • Seamless workflows – no balls dropped • Member/family 360 view enabled interactions 3 ONE AP P , ALL BENEFITS 1 • Benefits, eligibility, claims • Find care, telemedicine • Spending accounts • Point solutions • Flexibility to integrate with client plans PR O VIDER ENABLEMENT/ INTEGRATION • Provider inquiries handled by family advocate • Nurse advocates collaborate with providers on care plans • Integration of care gaps within provider EMR workflows for faster gap closure 5 WELLNESS + C ARE MANAGEMENT • Track and positively impact well - being dimensions to improve health • Multi - disciplinary care management team to address high/emerging risk conditions • Family nurse care advocate • Improve performance and reduce healthcare costs 4 DIGI T AL A D V O C A C Y 2 • Daily digital check - in activities • Digital coaching • Mini programs for lifestyle risks • AI - assist for advocate empowerment PRECISION OUTRE A CH 6 • SmartSensing next best action triggers from multi - plan predictive analytics and AI • Targeted digital and high - touch outreach • AI - enabled Interventions/nudges to address unfavorable trends & variances 27

C A TEGO R Y OF ONE Differentiated Financial Performance 28

Key Financial Highlights DIFFERENTIATED FINANCIAL PERFORMANCE R evenue visibility • Recurring revenue driven by multi - year contracts • • Adjusted EBITDA positive with continued operating leverage Medium - term opportunity to drive gross margin and adjusted EBITDA margins to 55% and 25%, respectively • Platform positioned to capture significant digital health opportunity • Launched new digital therapeutics product line with $1B opportunity from existing clients • Introduced health security and vaccine adherence solutions • Diversified customer base drives opportunity to upsell to existing clients and cross - sell across our divisions Expanded customer base with major enterprise client wins – Centene, Humana, Delta – with significant pipeline of potential clients • Growth Profitability Scale 29

30 DIFFERENTIATED FINANCIAL PERFORMANCE Delivering Accelerated Growth Achieve scale profitability through significant operating leverage NOTE: Adjusted EBITDA reflects removal of non - cash operating expenses (stock option compensation expense and warrant value tied to client contracts), severance and acquisition - related costs; projections include doc.ai acquisition; 2021 forecast includes $3.9M of IPO - related operating expenses. Projected Financial Summary ($, in millions) 20 - 23E CAGR 26% 29% - 46% - Medium term $1,000 550 55% $250 25% 2020A 2021E 2022E 2023E Revenue $329 $408 $533 $653 Gross profit 169 208 286 364 Gross margin 51% 51% 54% 56% Adjusted EBITDA $32 $31 $61 $101 Adjusted EBITDA margin 9% 8% 11% 15%

9 7% of 2 0 21 is C ont r a c t e d as of T o d a y DIFFERENTIATED FINANCIAL PERFORMANCE Focusing the growth story: Base case provides substantial growth with further opportunity for upside 2020A – 2021E Revenue Bridge ($, in millions) $329 $49 $25 $408 $5 Enterprise Provider Consumer 2021E total 2020A total 31 Enterprise: • • Reflects new client wins including Centene, Humana, and Delta Digital therapeutics programs assume only ~2% penetration of contracted SAM of $1B Significant health security revenue opportunity Land and expand large heath plans • • Provider: • • Growth of core offerings in line with historical trends Go - get supported by substantial pipeline of potential incremental revenue for 2021

2 0 21 H1 Highlights DIFFERENTIATED FINANCIAL PERFORMANCE Q2 1. Q2 revenue guidance is $96.5M – $98.5M (~23%+ growth over prior year period) 2. R evenue growth over prior quarter (Q1 2021) is projected to be ~$7M - $9M (or ~8%+) 3. Q2 Adj of EBIT D A $6.5M is in line with expectations Q1 1. Revenue of $89.6M compared to $81.9M, an increase of 9% 2. Adjusted EBIT D A of $6.5M, representing an increase of 96% H1 Highlights 1. Added new employer, government, provider, and life sciences customers 2. Expanded into the Medicaid/Medicare Advantage market 3. Accelerated adoption of various digital therapeutics marketplace offerings 4. Successfully launched new health security products into the market 5. Secured $50M investment from second largest health plan in U .S. to co - develop next generation multi - payor advocacy solution as an extension to the Sharecare digital platform 32

Built for Scale and Accelerated Revenue Growth DIFFERENTIATED FINANCIAL PERFORMANCE • • New digital therapeutics programs Market entry into adjacent verticals • Establish partnerships to continue to bring leading offerings to our customers • • Deliver innovative AI solutions Penetration of health security, vaccine assistant products • • Cross - sell opportunities across our businesses Drive enrollments and engagement for digital therapeutics • Identified pipeline of potential new customers , including health plans, employers, providers NEW CLIEN T S EXPAND WITH EXISTING CLIENTS NEW PRODUC T S PARTNERSHIPS INORGANIC GROWTH (M&A) Multiple paths to $1B+ of medium - term revenue 33

C A TEGO R Y OF ONE All Together Better 34

35 C omp r ehens i v e Platform Diversified Revenue & Scale Data & Inn o v ation Innovative digital health platform based on human - centric design. Diversified portfolio with opportunity to capture $1B++ in incremental revenue from existing customers . At the intersection of technology, healthcare, and media creating data - driven solutions. Positioned for success with strong revenue visibility, scale, and profitability. Di ff e r entia t e d Financial Performance Category of One Watch: Sharecare - Category of One

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C A TEGO R Y OF ONE Transaction Overview 37

Pro Forma Capitalization and Ownership 38 TRANSACTION OVERVIEW Estimated T ransaction Sources & Uses 1 Post - Money Valuation at Close Key Deal Considerations: Pro Forma Ownership: 1 Gives effect to surrender 15% of Founder shares held by Sponsor and a transfer of 5% to a Sharecare charity. 75% of the remaining 80% to convert to Class A shares upon closing of the merger. Balance subject to stock price - performance based earnouts. Assumes no earnout or warrant exercise at closing. Assumes no redemptions. 2 $25 - 50M of convertible preferred stock, 5 - year mandatory redemption, terms to be finalized per definitive documentation. Note: Includes the $175M acquisition of doc.ai, with consideration in the form of $146M in stock and $29M in cash. • Up to $770M of cash from Falcon and PIPE investors • $401M of PF cash at closing to drive additional investments and M&A • $275M of secondary sale relative to $450M of total invested capital • R epresents less than 7% of total PF equity value • Pro - Rata selling of secondary shares by senior leadership in the transaction • Post - money EV/2021E revenue of 9.5x • Sharecare investors and insiders to own 80% • Proper alignment with senior management and employees for long - term value creation • Senior management/employee ownership (incl. stock options): 22% • Senior leadership locked up for 12 months (subject to performance triggers) • SPAC IPO/PIPE investors will own 20% ($ in millions) Sources Cash from Falcon Capital Acquisition Corp. $345 Cash from PIPE 425 Strategic preferred investment 2 25 Total Sources $795 Uses Cash to existing shareholders $275 Cash to balance sheet 401 Cash to repay existing debt 65 Estimated transaction expenses 54 Total uses $795 ($ In millions) PF transaction Sharecare pre - money equity value $ 3,768 (+) S P A C IPO shares 345 (+) PIPE & strategic preferred investment 450 (+) Founder shares ¹ 56 ( - ) Secondary sale (275) Total equity value $ 4,343 (+) Debt at close 0 ( - ) Cash at close (401) PF Enterprise value $ 3,942 PF EV / 21E revenue 9.5 x

39 TRANSACTION OVERVIEW Attractive Entry Point for Investors As of 03 - Jun - 2021 Source: Wall Street Research, IBES and Market data as of 03 - Jun - 2021, Sharecare management projections 1 Adjusted by C Y22 - 23E R evenue Growth Growth Adjusted 1 0.25 x 0 .48 x 0.35 x 0.32 x 0.35 x 0 .31 x C Y 2022 - 23E R evenue Growth C Y 2021E EV / R evenue Growth Adjusted 1 0.32 x 0.46 x 0.58 x 0.42 x C Y 2022E EV / R evenue 0.44 x 0.38 x 9.5 x 12.6 x 12.5 x 12.2 x 10.5 x 9.3 x Median: 12.2 x 7.4 x 10.2 x 9.7 x 9.4 x 8.5 x 7.4 x Median: 9.4 x 29.3 % 29.1 % 27.5 % 24.1 % 24.0 % 21.4 % Median: 24.1 %